New GCGC in force
The version of the GCGC (German Corporate Governance Code) adopted on April 28, 2022 was published by the GCGC Government Commission on May 17, 2022 and currently announced in the Federal Gazette by the Federal Ministry of Justice on June 27, 2022. This makes the new German Corporate Governance Code entered into force. See also the Press release 27.06.2022.
Note for our clients on the user group
The GCGC is aimed at listed companies and companies with access to the capital market within the meaning of Section 161 (1) sentence 2 AktG. In addition, the recommendations and suggestions of the GCGC can be used for guidance by non-capital-market-oriented companies.
Updated principles and additional recommendations for management boards and supervisory boards
In this context, the new GCGC places "particular emphasis" on sustainable corporate governance. "The management board should systematically identify and assess the opportunities and risks for the company associated with social and environmental factors, as well as the environmental and social impact of the company's activities, and also take environmental and social objectives into account in corporate strategy and planning..." the press release states.
In addition, principles and recommendations were adapted to the amendments to the Stock Corporation Act. The amendments to the Stock Corporation Act were in response to the Financial Market Integrity Strengthening Act (FISG) and the Second Management Positions Act (FüPoG II). According to D. II. principle 15, in the future "at least one member of the audit committee ... must have expertise in the field of accounting and at least one other member of the audit committee must have expertise in the field of auditing."
The changes in detail can be seen in the "Markup" version with the Justification published on the website of the Government Commission on the German Corporate Governance Code.